UK: Climate-related shareholder resolutions: where are we now?

One tool used by activist investors has been shareholder-requisitioned “say on climate” resolutions.  However, in the UK, since reaching a high point in 2022, AGM seasons since 2023 have seen a marked decline in the number of climate-related resolutions (whether proposed by the board or shareholders) tabled at the AGM. In recent times, there has also been a perceived roll back of certain climate and sustainability reporting obligations, e.g. in the EU with the Sustainability Omnibus proposals and the UK Government looking to balance reducing the burden of non-financial reporting regulation on business with the proposed introduction of new UK Sustainability Reporting Standards.

Against this backdrop, we consider current and emerging trends from the 2025 AGM season in the UK and look to future trends with regards to climate-related shareholder resolutions. We also take a brief look at the position in the US. We conclude by highlighting some of the steps companies can take to mitigate the risk of being targeted for their climate strategies.

Climate-related resolutions in the UK

UK activist shareholders have in the past sought to drive a change in corporate behaviour on climate risk by requisitioning a climate-related resolution at the company’s AGM, calling on the company to take steps including setting greenhouse gas reduction targets, reporting on climate change impacts and related financial risks and aligning certain actions to the Paris Agreement goals.

There is a statutory procedure for shareholders holding the requisite voting rights to requisition a shareholder resolution as a matter of UK company law. However, a UK company is only required to put valid resolutions to its shareholders that amount to a clear and binding direction, which is ultimately a judgement call for the board to make.

Shareholder requisitioned resolutions generally at UK AGMs are a declining trend amongst companies in the FTSE 350.  In 2023, there were eight resolutions proposed at six companies, whilst the 2024 AGM season saw three resolutions proposed by shareholders of three FTSE 350 companies, only one of which was climate related. None of these received sufficient shareholder votes to be passed. So far this year, as of 7 August 2025, there have been four resolutions requisitioned by shareholders at four FTSE 100 companies only, and only one of these was climate related. None of these resolutions were passed (Source: Practical Law What’s Market FTSE 350 AGMs data 2024 and emerging trends data for 2025 (31 May 2025)).

There has also been an overall decline in climate-related resolutions proposed by UK boards. This was previously seen to have a number of perceived benefits to head off any attempts by requisitioning shareholders, including the board retaining decision making powers over the company’s climate strategy, whilst being seen to engage with shareholders. Such a resolution could also be expressed as advisory only.

At the high point, 17 board proposed climate-related resolutions were passed in 2022 (an increase from 10 in 2021), declining to seven in 2023 and increasing slightly to ten in the 2024 AGM season. This year since February 2025, seven FTSE 350 companies have tabled a board proposed resolution on climate and sustainability-related matters at their AGM, perhaps indicating there may be an overall decline this year. (Source: Practical Law What’s Market FTSE 350 AGMs data 2024 and 2025).  

Where climate-related resolutions have been proposed by the board they have historically achieved a high level of shareholder support. The Pensions and  Lifetime Savings Association’s Stewardship and Voting Guidelines encourage investors to support such resolutions where they align with broader shareholder interests and internationally agreed targets, such as the Paris Agreement. Board proposed resolutions have been seen particularly in sectors perceived to have an environmental impact (e.g. energy, utilities, oil and gas) and financial services. The content of such resolutions varies, for example approving net zero transition plans, strategies or targets and specific approval of climate-related financial disclosures (Source: Practical Law What’s Market FTSE 350 AGMs data 2024 and 2025).  

At a glance: what is happening in the US?

SEC rules in the US allow companies to request “no-action” relief, meaning in summary that, if granted, a company does not have to take action on a specific shareholder proposal. As a result of concerns from companies and institutional investors, in February 2025, the SEC rescinded guidance issued under the Biden administration that had made it harder for companies to exclude shareholder proposals that raised broader societal concerns. As a result, it has been reported that in the US 2025 proxy season to date, submissions of environmental and social resolutions were down by nearly a quarter from the peak seen in 2024 (Alliance Advisors report: 2025 U.S. Proxy Season Review). Commentators expect that given the more favourable environment for no action challenges, filings of these types of resolutions are likely to reduce further going forwards. Legal actions that have been brought in the US against shareholders in respect of their proposed resolutions may also have had a dampening effect on their use.

Future trends

The UK does not have an equivalent of “no-action” relief. The reasons behind both shareholder and board-proposed climate resolutions stabilising as a trend in the UK may include, as highlighted by a recent report from the University of Cambridge Institute for Sustainability Leadership, a view amongst asset managers that direct private engagement with boards is seen as being more effective than relying on shareholder voting in shaping sustainable corporate practices. 

Another potential reason is that many UK companies are enhancing their disclosure of transition plans, setting out how they intend to adapt to a low-carbon economy. This will assist shareholders in engaging with the board on their climate strategy, whilst also holding them to account through other means (e.g. voting against annual director appointments). Whilst it is not currently mandatory for UK listed companies to prepare and disclose a transition plan, the UK Government has recently published a consultation on how transition plan requirements and disclosure could be taken forwards. The Financial Conduct Authority also intends to consult later this year on enhancing the UK Listing Rule disclosures in this regard. As transition plan disclosures develop, we may see a further decline in the number of board proposed climate resolutions.

Best practice: a reminder

Despite talk of a backlash against ESG in some quarters, there are investors that remain focused on climate and sustainability issues. There are certain good practice steps that UK companies can take to reduce the risk of being targeted by activist shareholders on their climate and sustainability strategy, and also to reduce the likelihood of a “protest vote” against, for example, director appointment resolutions from investors with concerns about ESG and sustainability factors. This includes:

• Ensuring the company and its brokers maintain a dialogue with significant shareholders and understand their objectives and concerns.
• Understanding the concerns of the company’s stakeholders, including investors, in relation to climate and sustainability-related matters.
• Maintaining high standards of corporate governance, including on climate-related and ESG and sustainability matters.
• Monitoring activist activity to understand where and how other companies are being targeted, as well as monitoring for red flags, such as small shareholdings coming onto the register.
• Being aware of the latest investor and proxy adviser guidance on climate-related and ESG and sustainability matters.